THIS WARRANT AND THE COMMON SHARES
ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAWS. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS
OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO BIOVIE INC. THAT SUCH REGISTRATION IS NOT REQUIRED.


Right to Purchase up to [___________]
Shares of Common Stock of

BioVie Inc.

(subject to adjustment as provided herein)


COMMON STOCK PURCHASE WARRANT


No. B-[___]Issue Date: [___], 2018


BIOVIE
INC., a Nevada corporation (the “Company”), hereby certifies that, for value received, [________], or assigns
(the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company (as defined herein)
from and after the Issue Date of this Warrant and at any time, up to [______] fully paid and nonassessable shares of Common Stock
(as hereinafter defined), par value of $0.0001 per share, at the applicable Exercise Price per share (as defined below). The number
and character of such shares of Common Stock and the applicable Exercise Price per share are subject to adjustment as provided
herein.


This Warrant has
been issued pursuant to the terms of that certain Securities Purchase Agreement, dated as of July 3, 2018 (the “Purchase
Agreement”), by and among the Company and Holder and the other Purchasers party thereto. Capitalized terms not defined herein
shall have the meanings given to them in the Purchase Agreement. As used herein the following terms, unless the context otherwise
requires, have the following respective meanings:


(a)              
“Aggregate Exercise Price” means an amount equal to the product of (i) the number of shares of Common Stock
in respect of which this Warrant is being exercised pursuant to Section 2 hereof, multiplied by (ii) the then-current Exercise
Price.


(b)              
“Business Day” means any day, except a Saturday, Sunday or legal holiday, on which banking institutions in the
city of New York, New York are authorized or obligated by law or executive order to close.


(c)              
The term “Company” shall mean BioVie Inc. and any person or entity which shall succeed, or assume the obligations
of, BioVie Inc. hereunder.


(d)              
The term “Common Stock” shall mean (i) the Company’s common shares, $0.001 par value per share; and (ii)
any other securities into which or for which any of the




     -1-


     


    

securities described in the preceding
clause (i) may be converted or exchanged pursuant to a plan of recapitalization, reorganization, merger, sale of assets or otherwise.


(e)              
The term “Exercise Price” shall mean an amount equal to one hundred twenty percent (120%) of the Per Share Purchase
Price under the Purchase Agreement, subject to adjustments as provided herein and therein.


(f)               
The term “Other Securities” shall mean any stock (other than Common Stock) and other securities of the Company
or any other person (corporate or otherwise) which the holder of the Warrant at any time shall be entitled to receive, or shall
have received, on the exercise of the Warrant, in lieu of or in addition to Common Stock, or which at any time shall be issuable
or shall have been issued in exchange for or in replacement of Common Stock or Other Securities pursuant to Section 4 or otherwise.


(g)              
“Trading Day” means a day on which the principal Trading Market is open for trading.


(h)              
“Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted
for trading on the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select
Market, the New York Stock Exchange, the OTCQB or OTCQX (or any successors to any of the foregoing).


1.                 
Term of Warrant. Subject to the terms and conditions hereof, at any time or from time to time after the date hereof
and prior to 5:00 p.m., New York time, on the sixth (6th) anniversary of the date hereof or, if such day is not a Business Day,
on the next preceding Business Day (the “Exercise Period”) the Holder of this Warrant may exercise this Warrant in
whole or in part, of the Common Stock purchasable upon exercise hereof (subject to adjustment as provided herein).


2.                 
Exercise of Warrant.


2.1             
Number of Shares Issuable upon Exercise. From and after the date hereof, the Holder shall be entitled to receive,
upon exercise of this Warrant in whole or in part, upon surrender of this Warrant to the Company at its principal executive office
(or an indemnification undertaking with respect to this Warrant in the case of loss, theft, or destruction), or by delivery of
an original or fax copy of an exercise notice in the form attached hereto as Exhibit A (the “Exercise Notice”), duly
completed, and payment to the Company of the Aggregate Exercise Price, the Holder shall be entitled to receive, shares of Common
Stock of the Company, subject to adjustment pursuant to Section 5.


2.2             
Fair Market Value. For purposes hereof, the “Fair Market Value” of a share of Common Stock as of a particular
date (the “Determination Date”) shall mean:


(a)              
If the Company’s Common Stock is traded on a national exchange, then the closing or last sale price, respectively,
reported for the last Business Day immediately preceding the Determination Date.




     -2-


     


    

(b)              
If the Company’s Common Stock is not traded on a national exchange but is traded on the OTCQX or OTCQB, then the mean
of the average of the closing bid and asked prices reported for the last Business Day immediately preceding the Determination Date.


(c)              
Except as provided in clause (d) below, if the Company’s Common Stock is not publicly traded, then as the Holder and
the Board of Directors of the Company jointly agree or in the absence of agreement by arbitration in accordance with the rules
then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified
by education and training to pass on the matter to be decided.


(d)              
If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation,
dissolution or winding up pursuant to the Company’s charter, then all amounts to be payable per share to holders of the Common
Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable
per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all
of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date.


2.3             
Company Acknowledgment. The Company will, at the time of the exercise of this Warrant, upon the request of the Holder
acknowledge in writing its continuing obligation to afford to such Holder any rights to which such Holder shall continue to be
entitled after such exercise in accordance with the provisions of this Warrant. If the Holder shall fail to make any such request,
such failure shall not affect the continuing obligation of the Company to afford to such Holder any such rights.


2.4             
Trustee for Warrant Holders. In the event that a bank or trust company shall have been appointed as trustee for the
holders of this Warrant pursuant to Subsection 3.2, such bank or trust company shall have all the powers and duties of a warrant
agent (as hereinafter described) and shall accept, in its own name for the account of the Company or such successor person as may
be entitled thereto, all amounts otherwise payable to the Company or such successor, as the case may be, on exercise of this Warrant
pursuant to this Section 1.


3.                 
Procedure for Exercise.


3.1             
Delivery of Stock Certificates, Etc., on Exercise. The Company agrees that the shares of Common Stock purchased upon
exercise of this Warrant shall be deemed to be issued to the Holder as the record owner of such shares as of the close of business
on the date on which this Warrant shall have been surrendered and payment made for such shares in accordance herewith. Not later
than two (2) Trading Days after such date (the “Share Delivery Date”), the Company shall deliver, or cause to
be delivered, to the holder (A) a certificate or certificates representing the shares of Common Stock purchased upon exercise of
this Warrant which, on or after the six month anniversary of the Issue Date, provided the Holder is not an Affiliate, shall be
free of restrictive legends and trading restrictions representing the number of shares of Common Stock purchased upon exercise
of this Warrant. On or after the six month anniversary of the




     -3-


     


    

Issue Date, provided the Holder is not
an Affiliate, the Company shall use its best efforts to deliver any certificate or certificates required to be delivered by the
Company under this Section 3.1 electronically through the Depository Trust Company or another established clearing corporation
performing similar functions.


3.2             
Failure to Deliver Certificates. If, in the case of any Exercise Notice, such certificate or certificates are not
delivered to or as directed by the applicable holder by the Share Delivery Date, the holder shall be entitled to elect by written
notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Exercise Notice,
in which event the Company shall promptly return to the holder any original Warrant delivered to the Company and the holder shall
promptly return to the Company the Common Stock certificates issued to such holder pursuant to the rescinded Exercise Notice.


3.3             
Obligation Absolute; Partial Liquidated Damages. The Company’s obligations to issue and deliver the shares
of Common Stock purchased upon exercise of this Warrant upon exercise of this Warrant in accordance with the terms hereof are absolute
and unconditional, irrespective of any action or inaction by the holder to enforce the same, any waiver or consent with respect
to any provision hereof, the recovery of any judgment against any person or any action to enforce the same, or any setoff, counterclaim,
recoupment, limitation or termination, or any breach or alleged breach by the holder or any other person of any obligation to the
Company or any violation or alleged violation of law by the holder or any other person, and irrespective of any other circumstance
which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such shares of Common
Stock purchased upon exercise of this Warrant; provided, however, that such delivery shall not operate as a waiver
by the Company of any such action the Company may have against the holder. In the event the holder of this Warrant shall elect
to exercise any or all portion hereof, the Company may not refuse exercise based on any claim that the holder or anyone associated
or affiliated with the holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction
from a court, on notice to holder, restraining and or enjoining exercise of all or part of this Warrant shall have been sought
and obtained, and the Company posts a surety bond for the benefit of the holder in the amount of 150% of the value of the shares
of Common Stock to be purchased upon exercise of this Warrant, which is subject to the injunction, which bond shall remain in effect
until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the holder
to the extent it obtains judgment. In the absence of such injunction, the Company shall issue the shares of Common Stock purchased
upon exercise of this Warrant, upon a properly noticed exercise. If the Company fails for any reason to deliver to the holder such
certificate or certificates pursuant to Section 3.1 by the Share Delivery Date, the Company shall pay to the holder, in cash, as
liquidated damages and not as a penalty, for each $1,000 of Fair Market Value of the shares of Common Stock to be purchased upon
exercise of this Warrant, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after
such liquidated damages begin to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered
or holder rescinds such exercise. Nothing herein shall limit a holder’s right to pursue actual damages for the Company’s
failure to deliver the shares of Common Stock purchased upon exercise of this Warrant within the period specified herein and the
holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation,
a decree of specific performance




     -4-


     


    

and/or injunctive relief. The exercise
of any such rights shall not prohibit the holder from seeking to enforce damages pursuant to any other Section hereof or under
applicable law.


3.4             
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights
available to the holder, if the Company fails for any reason to deliver to the holder such certificate or certificates by the Share
Delivery Date pursuant to Section 3.1, and if after such Share Delivery Date the holder is required by its brokerage firm to purchase
(in an open market transaction or otherwise), or the holder’s brokerage firm otherwise purchases, shares of Common Stock
to deliver in satisfaction of a sale by the holder of the shares of Common Stock purchased upon exercise of this Warrant which
the Holder was entitled to receive upon the exercise relating to such Share Delivery Date (a “Buy-In”), then
the Company shall (A) pay in cash to the holder (in addition to any other remedies available to or elected by the holder) the amount,
if any, by which (x) the holder’s total purchase price (including any brokerage commissions) for the Common Stock so purchased
exceeds (y) the product of (1) the aggregate number of shares of Common Stock that the Holder was entitled to receive from the
exercise at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed
(including any brokerage commissions) and (B) at the option of the holder, either reissue (if surrendered) this Warrant representing
that number of shares of Common Stock which it represented prior to such exercise (in which case such exercise shall be deemed
rescinded) or deliver to the holder the number of shares of Common Stock that would have been issued if the Company had timely
complied with its delivery requirements under Section 3.1. For example, if the holder purchases Common Stock having a total purchase
price of $11,000 to cover a Buy-In with respect to an attempted exercise of this Warrant with respect to which the actual sale
price of the shares of Common Stock purchased upon exercise of this Warrant (including any brokerage commissions) giving rise to
such purchase obligation was a total of $10,000 under clause (A) of the immediately preceding sentence, the Company shall be required
to pay the holder $1,000. The holder shall provide the Company written notice indicating the amounts payable to the holder in respect
of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a holder’s
right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares
of Common Stock upon exercise of this Warrant as required pursuant to the terms hereof.


3.5             
Exercise.


(a)              
Payment may be made in cash by wire transfer of immediately available funds to an account designated in writing by the Company,
or by certified or official bank check payable to the order of the Company equal to the Aggregate Exercise Price for the number
of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the
total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be
entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other
Securities) determined as provided herein.


(b)              
Notwithstanding the provisions of subsection (a) above to the contrary, if at the time the Holder exercises this Warrant
a registration statement covering the




     -5-


     


    

Common Stock issuable to the Holder
upon exercise of this Warrant shall not be effective under the Securities Act (as hereafter defined) in respect of such Common
Stock, payment may be made, in the Holder’s discretion, either (i) in cash by wire transfer of immediately available funds
to an account designated in writing by the Company or by certified or official bank check payable to the order of the Company equal
to the applicable Aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or Common Stock receivable
upon exercise of this Warrant in accordance with the formula set forth in subsection (c) below, or (iii) by a combination of any
of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted
to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and
the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable
shares of Common Stock (or Other Securities) determined as provided herein.


(c)              
In accordance with subsection (b) above, if the Fair Market Value of one share of Common Stock is greater than the Exercise
Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive
shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant
at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue
to the Holder a number of shares of Common Stock computed using the following formula:


		X=	_Y(A-B)_

A



Where X =the
number of shares of Common Stock to be issued to the Holder


		Y =	the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this
Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation)



		A =	the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation)



		B =	the Exercise Price per share (as adjusted to the date of such calculation)



4.                 
Effect of Reorganization, Etc.; Adjustment of Exercise Price.


4.1             
Reorganization, Consolidation, Merger, Etc. In case at any time or from time to time the Company shall (a) effect
a reorganization, (b) consolidate with or merge into any other person, or (c) transfer all or substantially all of its properties
or assets to any other person under any plan or arrangement contemplating the dissolution of the Company, then, in each such case,
as a condition to the consummation of such a transaction, proper and adequate provision shall be made by the Company whereby the
Holder, on the exercise hereof as provided in Section 1 at any time after the consummation of such reorganization, consolidation
or merger or the effective date of such dissolution, as the case may be, upon closing date of any such




     -6-


     


    

reorganization, consolidation, merger
or sale or transfer of assets, shall receive, in lieu of the Common Stock (or Other Securities) issuable on such exercise prior
to such consummation or such effective date, the stock and other securities and property (including cash) to which such Holder
would have been entitled upon such consummation or in connection with such dissolution, as the case may be, if such Holder had
so exercised this Warrant, immediately prior thereto, all subject to further adjustment thereafter as provided in Section 5.


4.2             
Dissolution. In the event of any dissolution of the Company following the transfer of all or substantially all of
its properties or assets, the Company, concurrently with any distributions made to holders of its Common Stock, shall at its expense
deliver or cause to be delivered to the Holder the stock and other securities and property (including cash, where applicable) receivable
by the Holder pursuant to Section 4.1, or, if the Holder shall so instruct the Company, to a bank or trust company specified by
the Holder and having its principal office in New York, NY as trustee for the Holder (the “Trustee”).


4.3             
Continuation of Terms. Upon any reorganization, consolidation, merger or transfer (and any dissolution following
any transfer) referred to in this Section 4, this Warrant shall continue in full force and effect and the terms hereof shall be
applicable to the shares of stock and other securities and property receivable on the exercise of this Warrant after the consummation
of such reorganization, consolidation or merger or the effective date of dissolution following any such transfer, as the case may
be, and shall be binding upon the issuer of any such stock or other securities, including, in the case of any such transfer, the
person acquiring all or substantially all of the properties or assets of the Company, whether or not such person shall have expressly
assumed the terms of this Warrant as provided in Section 5. In the event this Warrant does not continue in full force and effect
after the consummation of the transactions described in this Section 4, then the Company’s securities and property (including
cash, where applicable) receivable by the Holder will be delivered to the Holder or the Trustee as contemplated by Section 4.2.


5.                 
Extraordinary Events Regarding Common Stock. In the event that the Company shall (a) issue additional shares of the
Common Stock as a dividend or other distribution on outstanding Common Stock or any preferred stock issued by the Company, (b)
subdivide its outstanding shares of Common Stock, or (c) combine its outstanding shares of the Common Stock into a smaller number
of shares of the Common Stock, then, in each such event, the Exercise Price shall, simultaneously with the happening of such event,
be adjusted by multiplying the then Exercise Price by a fraction, the numerator of which shall be the number of shares of Common
Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding
immediately after such event, and the product so obtained shall thereafter be the Exercise Price then in effect. The Exercise Price,
as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in
this Section 5. The number of shares of Common Stock that the Holder shall thereafter, on the exercise hereof as provided in Section
2, be entitled to receive shall be adjusted to a number determined by multiplying the number of shares of Common Stock that would
otherwise (but for the provisions of this Section 5) be issuable on such exercise by a fraction of which (a) the numerator is the
Exercise Price that would otherwise (but for the provisions of this Section 4) be in effect, and (b) the denominator is the Exercise
Price in effect on the date of such exercise (taking into account the provisions of this Section 5).




     -7-


     


    

Notwithstanding the foregoing, in no
event shall the Exercise Price be less than the par value of the Common Stock.


6.                 
Subsequent Equity Sales. If the Company, at any time while this Warrant is outstanding, shall issue shares of Common
Stock or securities or rights convertible or exchangeable into shares of Common Stock (“Common Stock Equivalents”)
entitling any person to acquire shares of Common Stock, at a price per share less than the then current Exercise Price (such issuances,
collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall
at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices
or otherwise, or due to warrants, options or rights issued in connection with such issuance, be entitled to receive shares of Common
Stock at a price less than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price),
then, the Exercise Price shall be reduced to such lower price per share. Such adjustment shall be made whenever such Common Stock
or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustment will be made under this Section 6 in respect
of an Exempt Issuance. If the Company enters into a Variable Rate Transaction, despite the prohibition set forth in the Purchase
Agreement, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion
price at which such securities may be converted or exercised. The Company shall notify the holder in writing, no later than the
third trading day following the issuance of any Common Stock or Common Stock Equivalent subject to this section, indicating therein
the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms.


For purposes of
this Section 6, the following subsections (1) to (5) shall also be applicable, other than in the case of an Exempt Issuance:


(1)              
Issuance of Rights or Options. In case at any time the Company shall in any manner grant (directly and not by assumption
in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common
Stock or any stock or security convertible into or exchangeable for Common Stock (such warrants, rights or options being called
“Options” and such convertible or exchangeable stock or securities being called “Convertible
Securities”) whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately
exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options or upon the conversion
or exchange of such Convertible Securities (determined by dividing (i) the sum (which sum shall constitute the applicable consideration)
of (x) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus
(y) the aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in
the case of such Options which relate to Convertible Securities, the aggregate amount of additional consideration, if any, payable
upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number
of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible
Securities issuable upon the exercise of such Options) shall be less than the Exercise Price in effect immediately prior to the
time of the granting of such Options, then the total number of shares of Common Stock issuable upon the exercise of such Options
or upon conversion




     -8-


     


    

or exchange of the total amount
of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per
share as of the date of granting of such Options or the issuance of such Convertible Securities and thereafter shall be deemed
to be outstanding for purposes of adjusting the Exercise Price. Except as otherwise provided below, no adjustment of the Exercise
Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such Options
or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities.


(2)              
Issuance of Convertible Securities. In case the Company shall in any manner issue (directly and not by assumption
in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible
Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange
(determined by dividing (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received
or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount
of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of
shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Exercise
Price in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable
upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as
of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of
adjusting the Exercise Price, provided that (a) except as otherwise provided in subsection (iii) below, no adjustment of the Exercise
Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and
(b) no further adjustment of the Exercise Price shall be made by reason of the issue or sale of Convertible Securities upon exercise
of any Options to purchase any such Convertible Securities for which adjustments of the Exercise Price have been made pursuant
to the other provisions of this Section 6.


(3)              
Change in Option Price or Conversion Rate. Upon the happening of any of the following events, namely, if the purchase
price provided for in any Option referred to above, the additional consideration, if any, payable upon the conversion or exchange
of any Convertible Securities referred to above, or the rate at which Convertible Securities referred to above are convertible
into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions
designed to protect against dilution), the Exercise Price in effect at the time of such event shall forthwith be readjusted to
the Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided
for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted,
issued or sold. On the termination of any Option for which any adjustment was made pursuant to this Section 6 or any right to convert
or exchange Convertible Securities for which any adjustment was made pursuant to this Section 6 (including without limitation upon
the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise




     -9-


     


    

Price then in effect hereunder
shall forthwith be changed to the Exercise Price which would have been in effect at the time of such termination had such Option
or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.


(4)              
Consideration for Stock. In case any shares of Common Stock, Options or Convertible Securities shall be issued or
sold for cash, the consideration received therefor shall be deemed to be the gross amount received by the Company therefor, before
any deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company
in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration
other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of
such consideration as determined in good faith by the Board of Directors of the Company, after deduction of any expenses incurred
or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any Options shall
be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction
in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been
issued for such consideration as determined in good faith by the Board of Directors of the Company. If Common Stock, Options or
Convertible Securities shall be issued or sold by the Company and, in connection therewith, other Options or Convertible Securities
(the “Additional Rights”) are issued, then the consideration received or deemed to be received by the
Company shall be reduced by the fair market value of the Additional Rights (as determined using a method mutually agreed to by
the Company and the Holder). The Board of Directors of the Company shall respond promptly, in writing, to an inquiry by the Holders
as to the fair market value of the Additional Rights. In the event that the Board of Directors of the Company and the Holders are
unable to agree upon the fair market value of the Additional Rights, the Company and the Holders shall jointly select an appraiser,
who is experienced in such matters. The decision of such appraiser shall be final and conclusive, and the cost of such appraiser
shall be borne evenly by the Company and the Holder.


(5)              
Record Date. In case the Company shall take a record of the holders of its Common Stock for the purpose of entitling
them (i) to receive a dividend or other distribution payable in Common Stock, Options or Convertible Securities or (ii) to subscribe
for or purchase Common Stock, Options or Convertible Securities, then such record date shall be deemed to be the date of the issue
or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of
such other distribution or the date of the granting of such right of subscription or purchase, as the case may be.


7.                 
Pro Rata Distributions. If the Company, at any time prior to the Expiration Date, shall distribute to all holders
of Common Stock (and not to Holders of the Warrants) evidences of its indebtedness or assets (including cash and cash dividends)
or rights or warrants to subscribe for or purchase any security), then in each such case the Exercise Price shall be adjusted by
multiplying the Exercise Price in effect immediately prior to the record date fixed for




     -10-


     


    

determination of stockholders entitled
to receive such distribution by a fraction of which the denominator shall be the Fair Market Value determined as of the record
date mentioned above, and of which the numerator shall be such Fair Market Value on such record date less the then per share Fair
Market Value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding
share of the Common Stock as determined by the Board of Directors in good faith. In either case the adjustments shall be described
in a statement provided to the Holder of the portion of assets or evidences of indebtedness so distributed or such subscription
rights applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall
become effective immediately after the record date mentioned above.


8.                 
Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other
Securities) issuable on the exercise of this Warrant, the Company at its expense will promptly cause its Chief Financial Officer
or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of this Warrant and prepare
a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment
is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common
Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or
Other Securities) outstanding or deemed to be outstanding, and (c) the Exercise Price and the number of shares of Common Stock
to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or
readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the Holder and any warrant
agent of the Company (appointed pursuant to Section 12 hereof).


9.                 
Reservation of Stock, Etc., Issuable on Exercise of Warrant. The Company will at all times reserve and keep available,
solely for issuance and delivery on the exercise of this Warrant, shares of Common Stock (or Other Securities) from time to time
issuable on the exercise of this Warrant.


10.             
Assignment; Exchange of Warrant. Subject to compliance with applicable securities laws, this Warrant, and the rights
evidenced hereby, may be transferred by any registered holder hereof (a “Transferor”) in whole or in part. On the surrender
for exchange of this Warrant, with the Transferor’s endorsement in the form of Exhibit B attached hereto (the “Transferor
Endorsement Form”) and together with evidence reasonably satisfactory to the Company demonstrating compliance with applicable
securities laws, which shall include, without limitation, a legal opinion from the Transferor’s counsel (at the Transferor’s
expense) that such transfer is exempt from the registration requirements of applicable securities laws, the Company at its expense
(but with payment by the Transferor of any applicable transfer taxes) will issue and deliver to or on the order of the Transferor
thereof a new Warrant of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement
Form (each a “Transferee”), calling in the aggregate on the face or faces thereof for the number of shares of Common
Stock called for on the face or faces of the Warrant so surrendered by the Transferor.




     -11-


     


    

11.             
Replacement of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Warrant and, in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity
agreement or security reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender
and cancellation of this Warrant, the Company at its expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.


12.             
Reserved.


13.             
Warrant Agent. The Company may, by written notice to the Holder of the Warrant, appoint an agent for the purpose
of issuing Common Stock (or Other Securities) on the exercise of this Warrant pursuant to Section 2, exchanging this Warrant pursuant
to Section 9, and replacing this Warrant pursuant to Section 11, or any of the foregoing, and thereafter any such issuance, exchange
or replacement, as the case may be, shall be made at such office by such agent.


14.             
Transfer on the Company’s Books. Until this Warrant is transferred on the books of the Company, the Company
may treat the registered holder hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.


15.             
Notices, Etc. All notices and other communications from the Company to the Holder shall be mailed by first class
registered or certified mail, postage prepaid, at such address as may have been furnished to the Company in writing by such Holder
or, until any such Holder furnishes to the Company an address, then to, and at the address of, the last Holder who has so furnished
an address to the Company.


16.             
Holder Not Deemed a Stockholder; Limitations on Liability. Except as otherwise specifically provided herein, prior
to the issuance to the Holder of the Common Stock to which the Holder is then entitled to receive upon the due exercise of this
Warrant, the Holder shall not be entitled to vote or receive dividends or be deemed the holder of shares of capital stock of the
Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, as such, any of the
rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization,
issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive
dividends or subscription rights, or otherwise. In addition, nothing contained in this Warrant shall be construed as imposing any
liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company,
whether such liabilities are asserted by the Company or by creditors of the Company.


17.             
Compliance with the Securities Act. The Holder, by acceptance of this Warrant, agrees to comply in all respects with
the provisions of this Section 17 and the restrictive legend requirements set forth on the face of this warrant and further agrees
that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Common Stock to be issued upon exercise hereof
except under circumstances that will not result in a violation of the Securities Act of 1933, as amended (the “Securities
Act”).




     -12-


     


    

18.             
Miscellaneous. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument
in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. THIS WARRANT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS
OF LAWS. ANY ACTION BROUGHT CONCERNING THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT SHALL BE BROUGHT ONLY IN THE STATE COURTS
OF NEW YORK OR IN THE FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK; PROVIDED, HOWEVER, THAT THE HOLDER MAY CHOOSE TO WAIVE THIS
PROVISION AND BRING AN ACTION OUTSIDE THE STATE OF NEW YORK. The individuals executing this Warrant on behalf of the Company agree
to submit to the jurisdiction of such courts and waive trial by jury. The prevailing party shall be entitled to recover from the
other party its reasonable attorneys’ fees and costs. In the event that any provision of this Warrant is invalid or unenforceable
under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict
therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid
or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Warrant. The headings
in this Warrant are for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof. The invalidity
or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision hereof.
The Company acknowledges that legal counsel participated in the preparation of this Warrant and, therefore, stipulates that the
rule of construction that ambiguities are to be resolved against the drafting party shall not be applied in the interpretation
of this Warrant to favor any party against the other party.


[BALANCE OF PAGE INTENTIONALLY LEFT
BLANK;

SIGNATURE PAGE FOLLOWS]




     -13-


     


    

IN WITNESS WHEREOF,
the Company has executed this Warrant as of the date first written above.


	 	BIOVIE INC.
	 	 
	 	By:	
 


	 	Name:	
 


	 	Title:	
 


	 	 	 	 	 


 


 




     -14-


     


    

EXHIBIT A


EXERCISE NOTICE


(To Be Signed Only On Exercise Of Warrant)


		TO:	BioVie Inc.







 


Attention:Chief Financial Officer


The undersigned,
pursuant to the provisions set forth in the attached Warrant (No.____) (as amended, restated or otherwise modified from time to
time, the “Warrant”; capitalized terms used but not defined in this notice shall have the meanings ascribed thereto
in the Warrant), hereby irrevocably elects to purchase (check applicable box):


		________	________ shares of the common stock covered by such warrant; or



		________	the maximum number of shares of common stock covered by such warrant pursuant to the cashless exercise
procedure set forth in Section 3.5.



The undersigned
herewith makes payment of the full Exercise Price for such shares at the price per share provided for in such Warrant, which is
$___________. Such payment takes the form of (check applicable box or boxes):


		________	$__________ in lawful money of the United States; and/or



		________	the cancellation of such portion of the attached Warrant as is exercisable for a total of _______
shares of Common Stock (using a Fair Market Value of $_______ per share for purposes of this calculation); and/or



		________	the cancellation of such number of shares of Common Stock as is necessary, in accordance with the
formula set forth in Section 3.5(c), to exercise this Warrant with respect to the maximum number of shares of Common Stock purchasable
pursuant to the cashless exercise procedure set forth in Section 3.5.



The undersigned
requests that the certificates for such shares be issued in the name of, and delivered to ______________________________________________
whose address is ___________________________________________________________________________.


The undersigned
is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended. The
undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the
within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the “Securities
Act”), or pursuant to an exemption from registration under the Securities Act.


	Dated:	
 

	
 


	 	 	(Signature must conform to name of holder as specified on the face of the Warrant)
	 	 	Address:	
 


	 	 	 	
 





 


    	 



    	 



    

EXHIBIT B


FORM OF TRANSFEROR ENDORSEMENT


(To Be Signed Only On Transfer Of Warrant)


For value received,
the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees”
the right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of BioVie Inc. into
which the within Warrant relates specified under the headings “Percentage Transferred” and “Number Transferred,”
respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on
the books of BioVie Inc. with full power of substitution in the premises.


	Transferees	Address	Percentage Transferred	Number 

Transferred
	 	 	 	 
	 	 	 	 
	Dated:	
 

	
 


	 	 	(Signature must conform to name of holder as specified on the face of the Warrant)
	 	 	Address:	
 


	 	 	 	
 


	 	 	SIGNED IN THE PRESENCE OF:
	 	 	
 


	 	 	(Name)
	 	 	 	 	 	 	 


ACCEPTED AND AGREED:

[TRANSFEREE]


___________________________

(Name)


 


NOTE: The signature to this Assignment Form must correspond with
the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed
by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file
proper evidence of authority to assign the foregoing Warrant.